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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For fiscal year
    ended September 30, 2010o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission File
    Number: 0-18933
  Rochester Medical
    Corporation
  MinnesotaState of
    Incorporation

41-1613227IRS Employer
    Identification No.   One Rochester Medical Drive
 Stewartville, Minnesota 55976
 (507) 533-9600
 Address of Principal Executive
    Offices and Telephone Number
   Securities Registered Pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock without par value

Nasdaq Global Market    Securities
    Registered Pursuant to Section 12(g) of the Act:
    None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





Table of
    Contents
   
 PART I


3ITEM 1.

Business


3ITEM 1A.

Risk Factors


12ITEM 1B.

Unresolved Staff Comments


20ITEM 2.

Properties


20ITEM 3.

Legal Proceedings


20PART II


20ITEM 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


20ITEM 6.

Selected Financial Data


23ITEM 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


24ITEM 7A.

Quantitative and Qualitative Disclosures about
    Market Risk.


36ITEM 8.

Financial Statements and Supplementary Data


38ITEM 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


60ITEM 9A.

Controls and Procedures


60ITEM 9B.

Other Information


60PART III


61ITEM 10.

Directors, Executive Officers and Corporate
    Governance


61ITEM 11.

Executive Compensation


61ITEM 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


61ITEM 13.

Certain Relationships and Related Transactions,
    and Director Independence


61ITEM 14.

Principal Accounting Fees and Services


62PART IV


62ITEM 15.

Exhibits and Financial Statement Schedules


62SIGNATURES


64INDEX TO EXHIBITS


66EX-21EX-23.1EX-24EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



PART I  ITEM 1.
    Business  Magic3 tm FemSoft®

    Insert Strata Strata-NF®

    Catheter
  Rochester
    Medical®
  Extended
    Care Products
  Male External Catheters. UltraFlex® Pop-On® Wide
    Band®,

    Natural®,

    Clear
    Advantage® Transfix® UltraFlex, Clear Advantage Transfix Style 1 Pop-On Transfix Style 2 Wide Band Transfix Style 3 Wide Band Natural
    Freedom ® Freedom
    Plus ®
  Intermittent Catheters. Personal
    Catheters® Personal Catheters Personal
    Catheter Personal Catheter Personal Catheter, Personal Catheter Hydrosil Discreet HydroPersonal
    Catheter Personal Catheter Personal Catheter Hydrosil Discreet HydroPersonal Catheter
 3




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##### Table of Contents



Personal Catheter
  Magic3 Personal Catheters Magic3 Magic3
  FemSoft Insert. FemSoft Insert FemSoft Insert
  FemSoft Insert FemSoft Insert FemSoft
    Insert FemSoft Insert
  Acute
    Care Products
  Foley Catheters.
  StrataSI tm StrataNF tm StrataNF
  Rochester
    Medical
 4




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Technology
  FemSoft Insert
    Marketing
    and Sales
  Rochester
    Medical Rochester
    Medical
  non-United Rochester Medical
  Rochester
    Medical not-for-profit
   5




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sub-acute
  FemSoft Insert
  Rochester Medical Script-Easy
  Rochester Medical
  Private
    Label Distribution Agreements
      Manufacturing
  FemSoft Insert
  FemSoft Insert
    Sources
    of Supply
    Freedom ® Freedom
    Plus ®
 6




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Research
    and Development
  Magic3 StrataSI StrataNF Magic3 StrataSI StrataNF
        i.e. i.e.
    Competition
     7




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Rochester Medical
    Patents
    and Proprietary Rights
        and/or
   8




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and/or
    Government
    Regulation
         9




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Third
    Party Reimbursement
      FemSoft Insert FemSoft
    Insert
  FemSoft Insert and/or
  Environmental
    Matters
    Employees
   10




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Executive
    Officers of the Registrant
    Name

Age

PositionAnthony J. Conway


66


Chairman of the Board, Chief Executive Officer and PresidentRobert M. Anglin


43


Vice President, Quality and RegulatoryJames M. Carper


59


Vice President, MarketingPhilip J. Conway


54


Vice President, Production TechnologiesDavid A. Jonas


46


Director, Chief Financial Officer, Treasurer and SecretaryMartyn R. Sholtis


51


Corporate Vice President   Anthony J. Conway
  Robert M. Anglin
  James M. Carper
  Philip J. Conway
  David A. Jonas
 11




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Martyn R. Sholtis
    Recent
    Developments
  FemSoft Insert FemSoft Insert FemSoft Insert
  sub-acute
  not-for-profit
    Information
    Available on Our Website
  (507) 533-9600. Form 10-K, Form 10-Q Form 8-K Form 10-K Form 10-K.
  ITEM 1A.
    Risk
    Factors  Our business, financial condition or results of operations
    could be materially adversely affected by any of the risks and
    uncertainties described below. Additional risks not presently
    known to us, or that we currently deem immaterial, may also
    impair our business, financial condition or results of
    operations.
  A
    significant portion of our revenues come from a small number of
    customers
   12




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We depend
    on private label sales arrangements and third party distributors
    for a significant portion of our revenues, the loss of one or
    more of which could reduce our future sales revenue
  Rochester Medical
  We may
    not succeed in establishing a separate brand identity for our
    Rochester Medical brand products
  Rochester Medical
  Our
    products may not succeed in the market
  FemSoft Insert and/or
 13




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We face
    significant competition in the market for urinary continence
    products
    Our
    products may become obsolete if we are unable to anticipate and
    adapt to new treatments or techniques
    We have a
    limited history of profitability and may experience future
    losses
    Our
    products and manufacturing activities are subject to extensive
    governmental regulation that could prevent us from selling our
    products or introducing new and/or improved products in the
    United States or internationally
   14




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Our
    success may depend on the ability of healthcare providers to
    achieve adequate levels of reimbursement from
    third-party
    payors, and cost containment measures could decrease the demand
    for our products and the prices that our customers are willing
    to pay for those products
       15




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Our
    business, financial condition, results of operations and cash
    flows could be significantly and adversely affected by recent
    healthcare reform legislation and other administration and
    legislative proposals.
    We depend
    on certain key personnel, the loss of whom could harm our
    business
    We depend
    on a few suppliers for key components, making us vulnerable to
    supply shortages and price fluctuation
    All of
    our manufacturing operations are conducted at a single
    industrial park; therefore, any disruption at our existing
    facilities could substantially affect our business
   16




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We depend
    on patents and proprietary rights, which we may not be able to
    protect
    We may
    face intellectual property infringement claims that would be
    costly to resolve
  and/or
  We may
    face product liability claims that could result in costly
    litigation and significant liabilities
   17




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Our
    operations are subject to environmental, health and safety laws
    and regulations that could require us to incur material
    costs.
    Our
    international sales and operations expose us to foreign currency
    fluctuations and additional risks and uncertainties that could
    adversely affect our results of operations
    and/or
    
    the ability of our independent distributors to market and sell
    our products;
    our ability to identify new independent distributors in
    international markets where we do not currently have
    distributors;
    the impact of recessions in economies outside the United States;
    foreign tax laws and potential increased costs associated with
    overlapping tax structures;
    greater difficulty in collecting accounts receivable and longer
    collection periods;
    unexpected changes or increases in regulatory requirements,
    surtaxes, tariffs, customs duties or other trade barriers;
    weaker intellectual property rights protection in some
    countries; and
    political and economic instability, including concerns over
    excessive levels of national debt and budget deficits in
    countries where we market our products that could result in an
    inability to pay or timely pay outstanding payables.     18




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Weakness
    in the United States and international economies may continue to
    adversely affect our business
    Our
    strategic business plan may not produce the intended growth in
    revenue and operating income.
      We may be
    unable to meet our future capital requirements
  FemSoft Insert
 19




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ITEM 1B.
    Unresolved
    Staff Comments    ITEM 2.
    Properties  33-acre
  ITEM 3.
    Legal
    Proceedings   PART II  ITEM 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Stock
    Listing and Prices
    High


LowFiscal 2009First Quarter

$
15.58


$
10.51Second Quarter


15.23



9.05Third Quarter


14.15



9.74Fourth Quarter


13.42



11.83Fiscal 2010First Quarter

$
11.88


$
10.11Second Quarter


13.80



11.50Third Quarter


13.12



9.44Fourth Quarter


11.17



8.56   Repurchases
    of Equity Securities
   20




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MaximumTotal Number of


Number of SharesShares Purchased as


that May Yet beTotal Number of


Average Price


Part of Publicly


PurchasedPeriod

Shares Purchased


Paid per Share


Announced Plans


Under the PlanJuly 1, 2010  July 31, 2010










151,993



1,848,007August 1, 2010  August 31, 2010


77,315


$
9.18



229,308



1,770,692September 1, 2010  September 30, 2010


55,600


$
8.89



284,908



1,715,092     Holders
    Dividends
   21




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Stock
    Performance Graph
    COMPARISON
    OF 5-YEAR CUMULATIVE TOTAL RETURN
    AMONG ROCHESTER MEDICAL CORP.,
    NASDAQ MARKET INDEX AND MORNINGSTAR GROUP INDEX
  
  ASSUMES
    $100 INVESTED ON OCT. 01, 2005
    ASSUMES DIVIDEND REINVESTED
    FISCAL YEAR ENDING SEP. 30, 2010
  Fiscal Year Ending9/30/05


9/30/06


9/30/07


9/30/08


9/30/09


9/30/10Rochester Medical Corporation


$
100



$
169.16



$
387.41



$
283.03



$
256.99



$
232.87Morningstar Group Medical Instruments and Supplies Index



100




99.75




123.28




128.02




109.92




99.05Nasdaq Composite Index



100




105.83




127.44




99.42




101.93




114.78  22




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##### Table of Contents



ITEM 6.
    Selected
    Financial Data  Form 10-K.
  Fiscal Years Ended September 30,2010


2009


2008


2007


2006(In thousands, except for per share data)Net sales

$
41,443


$
34,799


$
35,192


$
32,663


$
21,666Cost of sales


21,739



17,973



18,484



15,619



13,057Gross profit


19,704



16,826



16,708



17,044



8,609Operating expenses:Marketing and selling


11,869



10,327



9,499



6,490



3,109Research and development


1,235



1,241



1,044



943



760General and administrative


6,391



6,007



6,658



6,743



3,345Total operating expenses


19,495



17,575



17,201



14,176



7,214Income (loss) from operations


209



(749
)


(493
)


2,868



1,395Other income






1,200



1,240



38,855



Interest income (expense), net


61



24



(566
)


775



(108
)Net income before income tax


270



475



181



42,498



1,287Income tax benefit (expense)


(524
)


(366
)


578



(8,448
)


672Net income (loss)

$
(254
)

$
109


$
759


$
34,050


$
1,959Net income (loss) per common share  basic

$
(.02
)

$
.01


$
.06


$
2.97


$
.18Net income (loss) per common share  diluted

$
(.02
)

$
.01


$
.06


$
2.77


$
.17Weighted average number of common shares outstanding 
    basic


12,182



12,045



11,816



11,450



11,068Weighted average number of common shares outstanding 
    diluted


12,182



12,640



12,577



12,272



11,666   As of September 30,2010


2009


2008


2007


2006(In thousands, except per share data)Balance Sheet Data:Cash, cash equivalents and marketable securities

$
35,513


$
36,262


$
37,002


$
37,137


$
2,907Working capital


47,605



48,552



48,772



46,325



7,664Total assets


75,666



75,965



76,983



75,495



35,952Long-term debt and other long term obligations


46



1,076



4,046



6,066



7,563Retained earnings (accumulated deficit)


14,579



14,833



14,724



13,964



(20,086
)Total shareholders equity


68,893



68,820



67,699



64,509



23,097    23




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ITEM 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Our Managements Discussion and Analysis of Financial
    Condition and Results of Operations should be read in
    conjunction with the narrative description of our business in
    Item 1 of Part I of our Annual Report on
    Form 10-K
    and our Consolidated Financial Statements, accompanying Notes
    and other information listed in the accompanying Financial Table
    of Contents
  Overview
  FemSoft Insert. Rochester
    Medical ®
  Rochester
    Medical Rochester Medical
  Rochester Medical
  Rochester Medical Rochester Medical
     24




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Rochester Medical Script-Easy Script-Easy FemSoft
      
    In February 2004, we brought suit against certain Group
    Purchasing Organizations (GPOs) and individual defendants
    alleging anti-competitive conduct against the defendants in the
    markets for standard and anti-infection Foley catheters as well
    as urethral catheters, and sought an unspecified amount of
    damages and injunctive and other relief. Beginning in November
    2006 and concluding in January 2009, we reached settlements with
    each of the defendants, resulting in aggregate settlement
    proceeds to us of $61,325,000 (net $39,605,000 after payment of
    attorneys fees and expenses) and an Innovative Technology
    Contract with Novation. No further action is expected with
    respect to this lawsuit.
    In November 2006, we announced we had been awarded a national
    Group Purchasing Contract for urological products from Premier
    Purchasing Partners, L.P. (Premier). Premier is one
    of the largest GPOs in the United States with over
    $27 billion in contract purchases per year. Premier is
    owned by more than 200 leading
    not-for-profit
    hospitals and affiliated with more than 1,500 hospitals and
    42,000 other healthcare sites. The contract includes our Foley
    catheters (including our infection control catheters), male
    external catheters, intermittent catheters, and urethral
    inserts. The contract became effective March 1, 2007, and
    has been extended through February 2013.
    As mentioned above, Novation awarded us an Innovative Technology
    Contract for our urological catheter products and related
    accessories, including our advanced infection control catheters.
    Novation provides contracting services to nearly 25,000 members
    of VHA, Inc. and the University HealthSystem Consortium, or UHC,
    and more than 15,000 customers of Provista (formerly HPPI). The
    contract became effective on September 1, 2007, and has
    been extended through June 30, 2013.
    Effective April 1, 2008, the four regional Durable Medical
    Equipment Medicare Administrative Contractors covering the
    United States implemented a new reimbursement policy covering
    the use of intermittent catheters. The main policy change now
    allows an intermittent catheter user a maximum of 200 catheters
    per month instead of four catheters per month under the previous
    policy. We believe this is a very positive change in helping
    reduce urinary tract infections and improving the quality of
    life for intermittent catheter users. We expect the updated
    Medicare coverage policy will increase the usage of intermittent
    catheters in the U.S., although the scale and pace of the change
    are difficult to predict.
    In January 2009, we introduced Magic3,our advanced line
    of silicone intermittent catheters, which are the first
    intermittent catheters created from a composition of three
    distinct functional layers. We initiated a comprehensive
    marketing campaign by rolling out the Magic3intermittent
    catheter line in the U.S. with introduction to our
    distribution partners and targeted clinical call points. The
    marketing campaign encompassed clinicians as well as catheter
    users. Concurrently, the new product line was introduced by
    Rochester Medical Limited in the United Kingdom and Europe where
    a similar comprehensive marketing campaign was launched.
    In September 2009, we introduced our new StrataSIand
    StrataNFsilicone Foley catheters. The improved silicone
    design consists of a soft, pliable inner core surrounded by
    ultra-soft, ultra-smooth outer layers allowing for softness and
    flexibility we believe is unique in an all-silicone catheter.
    The StrataNFversion includes a nitrofurazone
    anti-infective matrix within the silicone. 25




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
    In September 2009, the FemSoft Insertwas approved for
    inclusion in Part IX of the UK Drug Tariff as a
    prescription product that is reimbursable under the National
    Healthcare System, commencing in 2010. In November 2009, the CMS
    issued a specific Medicare reimbursement code which covers our
    FemSoft Insert. Due to an oversight by CMS, a
    non-coverage policy for the FemSoft Insertwas mistakenly
    issued. When notified of the error in April 2010, the CMS
    reviewed the matter and has since removed the non-coverage
    statement. We believe the availability of National Healthcare
    System and Medicare reimbursement will help this unique device
    become an economically accessible and often preferred solution
    for incontinent women in the United Kingdom and in the United
    States. We started a Direct to Consumer pilot campaign in
    February 2010 for the sale of the FemSoft Insertin
    coordination with clinical institutions and a distributor,
    primarily in the Charlotte, North Carolina and south Florida
    areas, and have invested over $600,000 in the campaign,
    primarily in the second quarter of fiscal 2010. While it is
    still too early to know the full potential of this product in
    the marketplace, management believes it can become an integral
    part of our product offering.
    In November 2009, we were also awarded a urological products
    contract with Broadlane Inc. This contract became effective
    January 1, 2010 and is a two year contract. Broadlane is a
    GPO whose clients include more than 915 acute care hospitals,
    more than 2,600
    sub-acute
    care facilities and more than 18,000 physician practices.
    In June 2010, we announced that we were a winner of the fifth
    annual Pinnacle Award, presented by the Premier healthcare
    alliance. Premier contracts with more than 800 suppliers and we
    were one of 38 contracted suppliers to receive the Pinnacle
    Award. The award recognizes outstanding management of Premier
    agreements and drive toward the mutual goal of providing
    clinical and financial value to the
    not-for-profit
    hospitals that are members of the Premier Alliance.        Application
    of Critical Accounting Policies
   26




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Inventories
  (first-in,
  Accounts
    Receivable
    Revenue
    Recognition
        Income
    Taxes
   27




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Valuation
    of Goodwill and Other Intangibles
  Goodwill and Other Intangible Assets
      Long-Lived
    Assets
  Property, Plant and Equipment.
  Stock-Based
    Compensation
  Compensation-Stock Compensation
   28




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##### Table of Contents



Results
    of Operations
    Fiscal Years Ended September 30,2010


2009


2008Total net sales


100.0
%


100.0
%


100.0
%Cost of sales


52.5



51.6



52.5Gross margin


47.5



48.4



47.5Operating expenses:Marketing and selling


28.6



29.7



27.0Research and development


3.0



3.6



3.0General and administrative


15.4



17.3



18.9Total operating expenses


47.0



50.6



48.9Income (loss) from operations


0.5



(2.2
)


(1.4
)Other income






3.5



Interest income (expense), net


0.2







1.9Net income before income taxes


0.7
%


1.3
%


0.5
%   FemSoft Insert.
 29




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##### Table of Contents



Rochester Medical
  Fiscal Years Ended September 30,2010








2009








2008Domestic


International


Total


Domestic


International


Total


Domestic


International


TotalPrivate label sales:Base products

$
7,799


$
3,580


$
11,379


$
6,756


$
4,158


$
10,914


$
6,533


$
3,827


$
10,360Advanced products


302







302



629







629



984







984Total private label sales


8,101



3,580



11,681



7,385



4,158



11,543



7,517



3,827



11,344Branded sales:Base products


4,668



18,025



22,693



4,029



14,605



18,634



3,950



16,493



20,443Advanced products


4,051



3,018



7,069



3,033



1,589



4,622



2,676



729



3,405Total branded sales


8,719



21,043



29,762



7,062



16,194



23,256



6,626



17,222



23,848Total net sales:

$
16,820


$
24,623


$
41,443


$
14,447


$
20,352


$
34,799


$
14,143


$
21,049


$
35,192   Fiscal
    Year Ended September 30, 2010 Compared to Fiscal Year Ended
    September 30, 2009
  Net Sales.
  Rochester Medical
  Gross Margin.
  Marketing and Selling. Rochester Medical Femsoft Insert
 30




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Research and Development.
  General and Administrative.
  Interest Income.
  Interest Expense.
  Income Taxes.
  30-34%.
  Net Income.
  Fiscal
    Year Ended September 30, 2009 Compared to Fiscal Year Ended
    September 30, 2008
  Net Sales. Rochester Medical
 31




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Gross Margin.
  Marketing and Selling. Rochester Medical
  Research and Development.
  General and Administrative.
  Interest Income.
  Interest Expense.
  Income Taxes.
    Net Income.
 32




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Liquidity
    and Capital Resources
        
    a $1,481,000 increase in accounts receivable reflecting
    increasing sales activity over prior year.
    a $410,000 decrease in inventory as a result of increased sales
    in the fourth quarter of fiscal 2010.
    a $173,000 increase in deferred income taxes.
    a $229,000 decrease in prepaid expenses and other current assets.
    a $270,000 increase in accounts payable reflecting timing of
    payments.
    a $267,000 increase in other current liabilities including
    normal business expense accruals.           33




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Disclosures
    about Contractual Obligations and Commercial
    Commitments
    Payments Due by PeriodLess than








After 5Contractual Obligations

Total


1 year


1-3 years


4 - 5 years


yearsLong term debt, including interest

$
2,678,668


$
2,678,668


$



$



$
Unrecognized tax benefits under
    FIN 48(1)


46,327







46,327







Operating leases


548,273



275,075



273,198







Purchase obligations (general operating)


1,776,515



1,776,515











Total Contractual Obligations

$
5,049,783


$
4,730,258


$
319,525


$



$
     (1)
    
    See Item 8 of Part II of this
    Form 10-K,
    Financial Statements and Supplementary Data 
    Note 8  Income Taxes.  Off-Balance
    Sheet Arrangements
  Regulation S-K.
  New
    Accounting Pronouncements
  No. 2010-09, Amendments to Certain Recognition and Disclosure
    Requirements,
 34




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##### Table of Contents



No. 2010-02, Accounting and Reporting for Decreases in Ownership of
    a Subsidiary  a Scope Clarification,
  No. 2010-06, Improving Disclosures about Fair Value
    Measurements,
  Cautionary
    Statement Regarding Forward Looking Information
    
    the uncertainty of market acceptance of new product
    introductions;
    the uncertainty of gaining new strategic relationships;
    the uncertainty of timing of revenues from private label sales
    (particularly with respect to international customers);
    the uncertainty of successfully establishing our separate
    Rochester Medical brand identity;
    the uncertainty of successfully integrating and growing our U.K.
    operations; 35




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##### Table of Contents




    the risks associated with operating an international business,
    including the impact of foreign currency exchange rate
    fluctuations;
    FDA and other regulatory review and response times;
    the securing of Group Purchasing Organization contract
    participation;
    the uncertainty of gaining significant sales from secured GPO
    contracts;
    the impact of continued healthcare cost containment;
    new laws related to healthcare availability, healthcare reform,
    payment for healthcare products and services or the marketing
    and distribution of products, including legislative or
    administrative reforms to the U.S. Medicare and Medicaid
    systems or other U.S. or international reimbursement
    systems;
    changes in the tax or environmental laws or standards affecting
    our business;
    and other risk factors listed from time to time in our SEC
    reports, including, without limitation, the section entitled
    Risk Factors in Item 1A of this
    Form 10-K.  Managements
    Report on Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the company;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the company are being made
    only in accordance with authorizations of management and
    directors of the company; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    companys assets that could have a material effect on the
    financial statements.          ITEM 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk.   36




---



##### Table of Contents



non-U.S. currency
   37




---



##### 



ITEM 8.
    Financial
    Statements and Supplementary Data  Rochester
    Medical Corporation
  Consolidated
    Financial Statements
  Years
    Ended September 30, 2010, 2009 and 2008
   
  PageReports of Independent Registered Public
    Accounting Firm

39-40Audited Financial StatementsConsolidated Balance Sheets

41Consolidated Statements of Operations

42Consolidated Statement of Shareholders
    Equity and Comprehensive Income (Loss)

43Consolidated Statements of Cash Flows

44Notes to Consolidated Financial Statements

45   38




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm           Internal Control 
    Integrated Framework
  Grant
    Thornton LLP
    39




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
     Internal Control  Integrated Framework
        Internal Control  Integrated
    Framework
    Grant
    Thornton LLP
    40




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATIONCONSOLIDATED BALANCE
    SHEETS
  September 30,2010


2009Assets:Current assets:Cash and cash equivalents

$
4,545,907


$
6,365,584Marketable securities


30,967,007



29,896,740Accounts receivable, less allowance for doubtful accounts
    ($54,048  2010; $63,369  2009)


7,858,540



6,418,656Inventories, net


9,240,291



9,710,234Prepaid expenses and other current assets


846,899



1,076,183Deferred income tax asset


872,849



1,153,964Total current assets


54,331,493



54,621,361Property, plant and equipment:Land


695,872



702,120Buildings


7,301,551



7,145,768Equipment and fixtures


18,543,813



16,954,71926,541,236



24,802,607Less accumulated depreciation


(16,523,997
)


(15,118,799
)Total property, plant and equipment


10,017,239



9,683,808Deferred income tax asset


1,175,052



768,874Goodwill


4,561,781



4,648,165Intangible assets, less accumulated amortization
    ($2,747,745  2010; $2,120,096  2009)


5,351,620



6,017,944Patents, less accumulated amortization ($1,268,907 
    2010; $1,207,316  2009)


229,106



224,815Total assets

$
75,666,291


$
75,964,967Liabilities and Shareholders Equity:Current liabilities:Accounts payable

$
2,016,058


$
1,755,472Accrued compensation


1,458,652



1,176,949Accrued expenses


610,570



350,403Current maturities of debt


2,641,233



2,786,622Total current liabilities


6,726,513



6,069,446Long-term liabilities:Other long term liabilities


46,327



55,889Long-term debt, less current maturities






1,019,735Total long-term liabilities


46,327



1,075,624Shareholders equity:Common stock, no par value:Authorized shares  40,000,000Issued and outstanding shares: (12,072,452  2010;
    12,190,367  2009)


57,200,531



56,840,856Retained earnings


14,578,678



14,832,213Accumulated other comprehensive loss


(2,885,758
)


(2,853,172
)Total shareholders equity


68,893,451



68,819,897Total liabilities and shareholders equity

$
75,666,291


$
75,964,967   The accompanying notes are an integral part of these
    financial statements.
 41




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATIONCONSOLIDATED STATEMENTS OF
    OPERATIONS
  Fiscal Years Ended September 30,2010


2009


2008Net sales

$
41,442,680


$
34,798,829


$
35,191,949Cost of sales


21,739,014



17,973,314



18,483,985Gross profit


19,703,666



16,825,515



16,707,964Operating expenses:Marketing and selling


11,868,737



10,327,396



9,498,596Research and development


1,235,367



1,241,095



1,044,205General and administrative


6,391,003



6,006,906



6,658,002Total operating expenses


19,495,107



17,575,397



17,200,803Income (loss) from operations


208,559



(749,882
)


(492,839
)Other income (expense):Interest income


239,171



283,195



1,239,689Other income (expense)






1,200,442



(88,642
)Interest expense


(177,401
)


(259,341
)


(477,560
)Total other income


61,770



1,224,296



673,487Net income before income taxes


270,329



474,414



180,648Income tax benefit (expense)


(523,864
)


(365,742
)


578,455Net income (loss)

$
(253,535
)

$
108,672


$
759,103Net income (loss) per common share  basic

$
(.02
)

$
.01


$
.06Net income (loss) per common share  diluted

$
(.02
)

$
.01


$
.06Weighted average number of common shares outstanding 
    basic


12,181,549



12,045,313



11,815,904Weighted average number of common shares outstanding 
    diluted


12,181,549



12,639,853



12,577,337   The accompanying notes are an integral part of these
    financial statements.
 42




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATIONCONSOLIDATED STATEMENT OF
    SHAREHOLDERS EQUITY AND COMPREHENSIVE
    INCOME (LOSS)
   Retained


AccumulatedEarnings


OtherCommon Stock


(Accumulated


ComprehensiveShares


Amount


Deficit)


Income (Loss)


TotalBalance at September 30, 2007


11,690,886


$
50,150,739


$
13,964,438


$
393,748


$
64,508,925Comprehensive income (loss):Net income for the year










759,103







759,103Foreign currency translation adjustment














(1,456,869
)


(1,456,869
)Tax effect on unrealized loss on securities














138,890



138,890Unrealized loss on
    available-for-sale
    securities














(324,450
)


(324,450
)Subtotal  comprehensive loss


















(883,326
)Tax benefit of stock options exercised






1,364,491











1,364,491Stock based compensation






1,364,561











1,364,561Stock option exercises


245,700



1,343,878











1,343,878Balance at September 30, 2008


11,936,586



54,223,669



14,723,541



(1,248,681
)


67,698,529Comprehensive income (loss):Net income for the year










108,672







108,672Foreign currency translation adjustment














(1,624,527
)


(1,624,527
)Tax effect on unrealized loss on securities














142,587



142,587Unrealized loss on
    available-for-sale
    securities














(122,551
)


(122,551
)Subtotal  comprehensive loss


















(1,495,819
)Tax benefit of stock options exercised






562,308











562,308Stock based compensation






1,330,220











1,330,220Common stock repurchased


(110,653
)


(1,058,041
)










(1,058,041
)Stock option exercises


364,434



1,782,700











1,782,700Balance at September 30, 2009


12,190,367



56,840,856



14,832,213



(2,853,172
)


68,819,897Net income (loss) for the year










(253,535
)






(253,535
)Foreign currency translation adjustment














(117,457
)


(117,457
)Tax effect on unrealized loss on securities














(46,814
)


(46,814
)Unrealized loss on
    available-for-sale
    securities














131,685



131,685Subtotal  comprehensive loss


















(286,121
)Tax benefit of stock options exercised






39,970











39,970Stock based compensation






1,481,102











1,481,102Common stock repurchased


(132,915
)


(1,202,339
)










(1,202,339
)Stock option exercises


15,000



40,942











40,942Balance at September 30, 2010


12,072,452


$
57,200,531


$
14,578,678


$
(2,885,758
)

$
68,893,451   The accompanying notes are an integral part of these
    financial statements.
 43




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATIONCONSOLIDATED STATEMENTS OF CASH
    FLOWS
  Fiscal Years Ended September 30,2010


2009


2008Operating Activities:Net income (loss)

$
(253,535
)

$
108,672


$
759,103Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation


1,407,963



1,234,081



1,209,554Amortization


694,925



692,756



717,009Stock based compensation


1,481,102



1,330,220



1,364,561Deferred income taxes


(172,627
)


196,545



(528,535
)Tax benefit of stock options exercised










404,959Changes in operating assets and liabilities:Accounts receivable


(1,481,287
)


(657,793
)


(841,382
)Inventories


409,967



(1,101,735
)


(604,318
)Prepaid expenses and other current assets


228,520



(62,859
)


(655,116
)Accounts payable


269,679



(320,632
)


1,096,684Income tax payable


265,874



(60,034
)


(415,671
)Other current liabilities


267,041



325,055



(110,327
)Net cash provided by operating activities


3,117,622



1,684,276



2,396,521Investing Activities:Purchases of property, plant and equipment


(1,763,869
)


(1,171,788
)


(1,609,741
)Patents


(65,882
)


(57,685
)


(26,915
)Purchase of marketable securities


(66,622,304
)


(55,358,876
)


(76,658,063
)Proceeds from sales and maturities of marketable securities


65,683,722



53,853,269



78,444,303Net cash provided by (used in) investing activities


(2,768,333
)


(2,735,080
)


149,584Financing Activities:Increase in short-term debt


600,000



2,000,000



Payments on long-term debt


(1,765,124
)


(3,940,120
)


(2,169,233
)Repurchase of common stock


(1,202,339
)


(1,058,041
)


Excess tax benefit from exercises of stock options


39,979



562,308



959,523Net proceeds from issuance of common stock from option exercises


40,942



1,782,700



1,343,877Net cash provided by (used in) financing activities


(2,286,542
)


(653,153
)


134,167Effect of exchange rate on cash and cash equivalents


117,576



(438,459
)


(843,628
)Increase (decrease) in cash and cash equivalents


(1,819,677
)


(2,142,416
)


1,836,644Cash and cash equivalents at beginning of year


6,365,584



8,508,000



6,671,356Cash and cash equivalents at end of year

$
4,545,907


$
6,365,584


$
8,508,000Supplemental Cash Flow Information:Cash paid for interest

$
109,779


$
443,791


$
476,577Cash paid for income taxes


264,743



313,640



785,000   The accompanying notes are an integral part of these
    financial statements.
 44




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    September 30, 2010
  1.
    Description
    of Business and Basis of Presentation  FemSoft Insert StrataNF Rochester Medical
      2.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Cash
    Equivalents
    Marketable
    Securities
    available-for-sale
  UnrealizedCost


Loss


Fair ValueSeptember 30, 2010

$
31,379,590


$
(412,583
)

$
30,967,007September 30, 2009

$
30,441,008


$
(544,268
)

$
29,896,740  45




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other expense
  Fair Value
    Measurements and Disclosures
  Level 1.
  Level 2.
  Level 3.
    Fair
    Value of Financial Instruments
    Concentration
    of Credit
    Accounts
    Receivable
    Inventories
  (first-in,
 46




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property,
    Plant and Equipment
  25-35 years
  Intangible
    Assets
    Goodwill
  Goodwill and Other Intangible
    Assets
  Long-Lived
    Assets
  Property, Plant, and Equipment,
  Foreign
    Currency Translation
  non-U.S. subsidiary Foreign Currency Matters non-U.S. functional
 47




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Patents
    Revenue
    Recognition
        Shipping
    and Handling
    Research
    and Development Costs
    Income
    Taxes
   48




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
  Income Taxes
  Advertising
    Costs
    Stock-Based
    Compensation
  Compensation-Stock Compensation
  Net
    Income (Loss) Per Share
  Earnings Per Share
  Year Ended September 30,2010


2009


2008Numerator:Net income (loss)

$
(253,535
)

$
108,672


$
759,103Denominator:Denominator for basic net income per common share 
    weighted average shares outstanding


12,181,549



12,045,313



11,815,904Effect of dilutive stock options






594,540



761,433Denominator for diluted net income per common share 
    weighted average shares outstanding


12,181,549



12,639,853



12,577,337    49




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Business
    Segment
    New
    Accounting Pronouncements
  No. 2010-09, Amendments to Certain Recognition and Disclosure
    Requirements,
  No. 2010-02, Accounting and Reporting for Decreases in Ownership of
    a Subsidiary  a Scope Clarification,
  No. 2010-06, Improving Disclosures about Fair Value
    Measurements,
 50




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    Other
    Income (Loss)      4.
    Inventories    September 30,2010


2009Raw materials

$
1,756,313


$
1,983,279Work-in-process


3,233,644



3,863,824Finished goods


4,375,798



3,989,555Reserve for inventory obsolescence


(125,464
)


(126,424
)$
9,240,291


$
9,710,234   5.
    Intangible
    Assets    September 30, 2010


September 30, 2009Estimated Lives

Gross Carrying


Accumulated





Gross Carrying


Accumulated(Years)

Amount


Amortization


Net Value


Amount


Amortization


Net ValueTrademarks

8 to 15

$
5,423,000


$
1,755,762


$
3,667,238


$
5,423,000


$
1,350,586


$
4,072,414Supply agreement

5


634,000



549,470



84,530



634,000



422,670



211,330Customer relationships

20


2,042,365



442,513



1,599,852



2,081,040



346,840



1,734,200Totals



$
8,099,365


$
2,747,745


$
5,351,620


$
8,138,040


$
2,120,096


$
6,017,944     Year ended September 30, 2010

$
633,335Year ended September 30, 2009


632,661Year ended September 30, 2008


625,299     2011

$
592,0002012


507,0002013


507,0002014


476,0002015


414,000  51




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Leases        2011

$
275,0002012


205,0002013


67,0002014


1,000   7.
    Shareholders
    Equity  Stock
    Options
       52




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted


WeightedAverage


AverageShares





Exercise


RemainingReserved


Options


Price Per


ContractFor Grant


Outstanding


Share


LifeBalance as of September 30, 2007


564,000



1,777,334


$
5.90



5.73 yearsOptions granted


(204,500
)


204,500



11.14Options exercised






(245,700
)


5.57Options canceled


27,000



(27,000
)


20.911991, 1995 Plan  options canceled and not reissuable


(2,000
)






10.00Balance as of September 30, 2008


384,500



1,709,134



6.34



5.70 yearsOptions granted


(217,000
)


217,000



11.29Options exercised






(364,434
)


4.83Options canceled


67,000



(67,000
)


11.31Balance as of September 30, 2009


234,500



1,494,700



7.21



5.74 years2010 Option Plan approved


1,000,000



Options granted


(203,000
)


203,000



12.27Options exercised






(15,000
)


2.73Options canceled


7,500



(7,500
)


11.78Options expired


2,500



(2,500
)


11.782001 Plan  options canceled and not reissuable


(244,500
)






9.76Balance as of September 30, 2010


797,000



1,672,700


$
7.83



5.31 yearsOutstanding options exercisable at end of period






1,227,700


$
6.79



4.28 years        53




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted





WeightedAverage





AverageWeighted

Exercise Price





Exercise PriceNumber


Average

Per Share 


Number


Per Share Range of

Outstanding


Remaining

Total Options


Exercisable


OptionsExercise Prices

at 9/30/10


Contractual Life

Outstanding


at 9/30/10


Exercisable$0.00  $5.00


671,200



2.3 years


$
3.20



631,200


$
3.40$5.01  $10.00


150,000



5.4 years



5.91



150,000



5.91$10.01  $15.00


846,500



7.7 years



11.79



442,750



11.83$15.01  $20.00


5,000



6.5 years



18.02



3,750



18.021,672,700



5.3 years


$
7.83



1,227,700


$
6.79       2010


2009Dividend yield


0
%


0
%Expected volatility


48
%


53
%Risk-free interest rate


3.15
%


2.30
%Expected holding period (in years)


8.46



8.17Weighted-average grant-date fair value

$
7.14


$
6.70    54




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Income
    Taxes    September 30,2010


2009Deferred income tax assets:Allowance for doubtful accounts

$
18,088


$
20,457Inventory reserves


41,810



43,010Inventory capitalization


480,742



506,438Accrued expenses


97,785



114,855Nonqualified option expense


1,216,560



936,176Restricted stock expense


146,716



111,360Capital loss carryforward


36,805



Charitable contributions


40,774



20,996Research and development credits


46,977



194,783Net operating loss


544,525



342,577ASC 320 unrealized loss


146,673



197,678Valuation allowance


(46,977
)


Total income tax deferred assets


2,770,478



2,488,330Deferred income tax liability:Depreciation and amortization


722,577



565,492Net deferred income tax assets

$
2,047,901


$
1,922,838     September 30,2010


2009Current assets

$
872,849


$
1,153,964Noncurrent assets


1,175,052



768,874$
2,047,901


$
1,922,838    55




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    September 30,2010


2009


2008Income (loss) before taxes:U.S.

$
584,963


$
1,155,518


$
317,024Non-U.S.


(314,634
)


(681,104
)


(136,376
)Total income before taxes


270,329



474,414



180,648Provision for taxes:U.S.Current tax expense (benefit)


552,085



622,512



(230,078
)Deferred tax expense (benefit)


609



(163,393
)


(363,176
)Total U.S.


552,694



459,119



(593,254
)Non-U.S.Current tax expense






1,857



40,238Deferred tax expense (benefit)


(28,524
)


(95,234
)


(25,439
)Total
    Non-U.S.


(28,524
)


(93,377
)


14,799Total provision (benefit) for taxes

$
524,170


$
365,742


$
(578,455
)     2010


2009


2008Statutory federal income tax rate


34
%


34
%


34
%Increase (decrease) in taxes resulting from:State taxes


4



6



28Foreign taxes


31



29



52Tax exempt interest










(142
)Incentive stock options


66



28



59Change in valuation allowance and utilization of net operating
    loss carryforward


17







R&D credits


(15
)


(38
)


(310
)Change in reserves


(4
)


(2
)


129Rate adjustment on deferred taxes


18







(109
)DPAD


(10
)


8



(70
)Other


53



12



9Effective income tax rate


194
%


77
%


(320
)%   Income Taxes
 56




---



##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or
  Income Taxes
    Balance at October 1, 2009

$
55,889Increases/(decreases) as a result of tax positions taken during
    a prior period


(22,495
)Increases/(decreases) as a result of tax positions taken during
    the current period (including interest)


12,933Balance at September 30, 2010

$
46,327   9.
    Significant
    Customers    September 30,2010


2009


2008Significant customers:Hollister


10
%


12
%


12
%Coloplast and Coloplast subsidiaries


14



10



14Total


24
%


22
%


26
%   10.
    Employee
    Benefit Plan   57




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Geographic
    Area Data    September 30,2010


2009


2008Sales:United States

$
16,820,676


$
14,446,788


$
14,143,490Europe


23,658,534



18,794,401



19,107,071Rest of world


963,470



1,557,640



1,941,388Total

$
41,442,680


$
34,798,829


$
35,191,949       September 30,2010


2009Long-lived assets:United States

$
12,649,092


$
12,936,346Europe


7,510,656



7,638,386Total

$
20,159,748


$
20,574,732   12.
    Line of
    Credit and Long-Term Debt      13.
    Share
    Repurchase Program   58




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    14.
    Quarterly
    Results (Unaudited)    Three Months EndedDecember 31


March 31


June 30


September 30Fiscal year 2010:Net sales

$
10,232


$
9,845


$
10,244


$
11,121Gross profit


4,613



4,659



5,042



5,390Income (loss) from operations


(298
)


(202
)


275



433Net income (loss) before taxes


(310
)


(226
)


294



513Net income (loss) per common share  basic

$
(.01
)

$
(.03
)

$
.01


$
.01Net income (loss) per common share  diluted

$
(.01
)

$
(.03
)

$
.01


$
.01Fiscal year 2009:Net sales

$
8,436


$
8,445


$
8,909


$
9,009Gross profit


3,925



4,414



4,184



4,303Income (loss) from operations


(325
)


(90
)


(161
)


(173
)Net income (loss) before taxes


(40
)


864



(176
)


(172
)Net income (loss) per common share  basic

$
.00


$
.03


$
(.01
)

$
(.02
)Net income (loss) per common share  diluted

$
.00


$
.03


$
(.01
)

$
(.02
)  59




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##### Table of Contents



ITEM 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    ITEM 9A.
    Controls
    and Procedures  Evaluation of Disclosure Controls and
    Procedures. Rule 13a-15(e)
  Managements Annual Report on Internal Control Over
    Financial Reporting.
  Changes in Internal Control Over Financial
    Reporting.
  ITEM 9B.
    Other
    Information   60




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##### Table of Contents



PART III  ITEM 10.
    Directors,
    Executive Officers and Corporate Governance      ITEM 11.
    Executive
    Compensation    ITEM 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Number of securitiesremaining availablefor future issuanceNumber of securities





under equityto be issued upon


Weighted-average


compensation plansexercise of


exercise price of


(excluding securitiesoutstanding options,


outstanding options,


reflected in columnwarrants and rights


warrants and rights


(a))Plan category

(a)


(b)


(c)Equity compensation plans approved by security
    holders(1)


1,672,700


$
7.83



797,000Equity compensation plans not approved by security holders










Total


1,672,700


$
7.83



797,000     (1)
    
    Includes shares issuable under our 1991 Stock Option Plan, 2001
    Stock Incentive Plan and 2010 Stock Incentive Plan.    ITEM 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence   61




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##### Table of Contents



ITEM 14.
    Principal
    Accounting Fees and Services   PART IV  ITEM 15.
    Exhibits
    and Financial Statement Schedules                        3.1

Articles of Incorporation of the Company, as amended.
    (Incorporated by reference to Exhibit 3.1 of
    Registrants Annual Report on
    Form 10-K
    for fiscal year ended September 30, 2006).3.2

Amended and Restated Bylaws of the Company, as amended.
    (Incorporated by reference to Exhibit 3.1 of
    Registrants Current Report on
    Form 8-K
    filed on June 12, 2009).4.1

Specimen of Common Stock Certificate. (Incorporated by reference
    to Exhibit 4.4 of Registrants Annual Report on
    Form 10-KSB
    for fiscal year ended September 30, 1995).10.1

The Companys 1991 Stock Option Plan as amended
    (Incorporated by reference to Exhibit 4.5 of
    Registrants Registration Statement on
    Form S-8,
    Registration Number
    333-10261).10.2

Amendment to the Companys 1991 Stock Option Plan as
    amended (Incorporated by reference to Exhibit 4.3 of
    Registrants Annual Report on
    Form 10-K
    for fiscal year ended September 30, 1998).10.3

Employment Agreement, dated August 31, 1990 between the
    Company and Anthony J. Conway. (Incorporated by reference to
    Exhibit 10.13 of Registrants Registration Statement
    on
    Form S-18,
    Registration Number
    33-36362-C).10.4

Employment Agreement, dated August 31, 1990 between the
    Company and Philip J. Conway. (Incorporated by reference to
    Exhibit 10.14 of Registrants Registration Statement
    on
    Form S-18,
    Registration Number
    33-36362-C).10.5

Change of Control Agreement dated December 4, 1998, between
    the Company and Philip J. Conway (Incorporated by reference to
    Exhibit 10.3 of Registrants Annual Report on
    Form 10-K
    for fiscal year ended September 30, 1998).10.6

Change of Control Agreement dated November 21, 2000,
    between the Company and Anthony J. Conway. (Incorporated by
    reference to Exhibit 10.6 of the Registrants Annual
    Report on
    Form 10-K
    for fiscal year ended September 30, 2000).10.7

Change of Control Agreement dated November 21, 2000,
    between the Company and Martyn R. Sholtis. (Incorporated by
    reference to Exhibit 10.9 of the Registrants Annual
    Report on
    Form 10-K
    for fiscal year ended September 30, 2000). 62




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##### Table of Contents



10.8

Change of Control Agreement dated November 21, 2000,
    between the Company and David A. Jonas. (Incorporated by
    reference to Exhibit 10.10 of the Registrants Annual
    Report on
    Form 10-K
    for fiscal year ended September 30, 2000).10.9

The Companys 2001 Stock Incentive Plan. (Incorporated by
    reference to Exhibit 10.1 of Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2006).10.10

Form of Incentive Stock Option Agreement. (Incorporated by
    reference to Exhibit 10.10 of Registrants Annual
    Report on
    Form 10-K
    for fiscal year ended September 30, 2006).10.11

Form of Non-Incentive Stock Option Agreement. (Incorporated by
    reference to Exhibit 10.11 of Registrants Annual
    Report on
    Form 10-K
    for fiscal year ended September 30, 2006).10.12

Form of Restricted Stock Award (Incorporated by reference to
    Exhibit 10.2 of the Registrants Current Report on
    Form 8-K
    filed on November 21, 2006).10.13

The Companys Fiscal 2009 Management Incentive Plan.
    (Incorporated by reference to Exhibit 10.1 of the
    Registrants Current Report on
    Form 8-K
    filed on December 24, 2008).10.14

The Companys Fiscal 2010 Management Incentive Plan.
    (Incorporated by reference to Exhibit 10.1 of the
    Registrants Current Report on
    Form 8-K
    filed on November 19, 2009).10.15

Agreement, dated May 17, 2006, between Coloplast A/S,
    Coloplast Limited, Mentor Medical Limited, the Company and
    Rochester Medical Limited (Incorporated by reference to
    Exhibit 10.1 of the Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006).10.16

Asset Purchase Agreement, dated May 27, 2006, by and
    between Mentor Corporation and the Company (Incorporated by
    reference to Exhibit 10.4 of the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2006).10.17

Rochester Medical Corporation 2010 Stock Incentive Plan
    (incorporated by reference to Exhibit 10.1 of the
    registrants Current Report on
    Form 8-K
    filed on February 1, 2010)10.18

Form of 2010 Stock Incentive Plan Incentive Stock Option
    Agreement for employees (incorporated by reference to
    Exhibit 10.2 of the registrants Current Report on
    Form 8-K
    filed on February 1, 2010)10.19

Form of 2010 Stock Incentive Plan Non-Incentive Stock Option
    Agreement for employees (incorporated by reference to
    Exhibit 10.3 of the registrants Current Report on
    Form 8-K
    filed on February 1, 2010)10.20

Form of 2010 Stock Incentive Plan Non-Incentive Stock Option
    Agreement for directors (incorporated by reference to
    Exhibit 10.4 of the registrants Current Report on
    Form 8-K
    filed on February 1, 2010)21*

Subsidiaries of the Company23.1*

Consent of Grant Thornton LLP.24*

Power of Attorney.31.1*

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a).31.2*

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a).32.1*

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(b).32.2*

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(b).     *
    
    Filed herewith.
    
    Management contract or compensatory plan or arrangement required
    to be filed as an exhibit to
    Form 10-K
    pursuant to Item 15(c) of
    Form 10-K. 63




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##### Table of Contents



SIGNATURES    Rochester Medical Corporation
  By:
    /s/  Anthony
    J. Conway   Chairman of the Board, President and,
 Chief Executive Officer
      Signature

Title/s/  Anthony
    J. Conway
    Anthony J. Conway

Chairman of the Board, President and Chief Executive Officer
    (principal executive officer)/s/  David
    A. Jonas
    David A. Jonas

Director, Chief Financial Officer, Treasurer and Secretary
    (principal financial and accounting officer)*Darnell
    L. Boehm

Director*Roger
    W. Schnobrich

Director*Benson
    Smith

Director*By

David A. JonasDavid
    A. JonasAttorney-in-Fact    64




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##### Table of Contents



ROCHESTER
    MEDICAL CORPORATION
    SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS
    AND RESERVES
  COL. A

COL. B


COL. C


COL. D


COL. EAdditions


(1), (2)Balance at


Charged to


Charged to





Balance atBeginning of


Costs and


Other Accounts


Deductions


End ofDescription

Period


Expenses


 Describe


 Describe


PeriodYear ended September 30, 2010:Reserves and allowances deducted from asset accounts:Allowance for doubtful accounts

$
63,369


$
32,543


$



$
41,864


$
54,048Allowance for inventory obsolescence


126,424



63,456







64,416



125,464Year ended September 30, 2009:Reserves and allowances deducted from asset accounts:Allowance for doubtful accounts

$
65,202


$



$



$
1,833


$
63,369Allowance for inventory obsolescence


121,951



52,512







48,039



126,424Year ended September 30, 2008:Reserves and allowances deducted from asset accounts:Allowance for doubtful accounts

$
57,913


$
10,807


$



$
3,518


$
65,202Allowance for inventory obsolescence


117,027



104,196







99,272



121,951     (1)
    
    Uncollectible accounts written off net of recoveries(2)
    
    Obsolete inventory written off against the allowance 65




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##### Table of Contents



INDEX TO
    EXHIBITS  Exhibit21


Subsidiaries of the Company.23
.1

Consent of Grant Thornton LLP24


Power of Attorney31
.1

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)31
.2

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)32
.1

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(b)32
.2

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(b)  66